General Scope of Application Sample Clauses

General Scope of Application. 5.1.1 Each Seller warrants to the Buyer by way of an independent guarantee undertaking (selbständiges Garantieversprechen) pursuant to § 311 para. 1 BGB, subject to the requirements and limitations provided in the provisions of clause 8 which are an inseparable and integral part of these warranties, that the statements set forth below in this clause 5 (the “Warranties” and each a “Warranty”) are true and complete as of the Signing Date, as of the Closing Date, and/or any other date if so referred to in the respective Warranty. 5.1.2 Sellers and the Buyer agree that the Warranties shall be exhaustive and that the Sellers do not assume any guarantees, representations or warranties of any kind in addition to the Warranties. Sellers and the Buyers agree that the Warranties do not constitute guarantees of quality (Beschaffenheitsgarantie) pursuant to §§ 443, 444 BGB. 5.1.3 Sellers represent and warrant to the Buyer that: (a) all information supplied in writing by the Sellers or their agents and advisors to the Buyer or its agents and advisors (including, for the avoidance of doubt, Raglan Capital) in the data room or the Q&A sessions, the contents of each of which are attached hereto in a DVD as Annex 5.1.3, (“Due Diligence Information”) is to Sellers’ Knowledge accurate and complete in all material aspects, and (b) all information contained or referred to in the Disclosure Exhibits (as defined herein below) is fairly presented and nothing has been omitted from the Disclosure Exhibits which renders any of that information incomplete or misleading in any material respect. “Disclosure Exhibits” shall mean and include all Annexes to this Agreement containing disclosure information, particularly (without limitation) all Annexes to clause 5 of this Agreement.

General Scope of Application. 1. This ‘General Terms and Conditions of Sale’(GTCS, hereinafter) applies to all current and future textile(including filaments, fibers, yarns etc.) transactions with Taekwang Industrial. 2. When the buyer accepts the suggestions of the seller and contracts, it is considered to agree to this GTCS as well. 3. Any terms and conditions not agreed in writing are ineffective (not valid). 4. Any matters not specified in the GTCS or written contracts shall be proceeded in accordance with the Republic of Korea's related laws and general commercial laws.

General Scope of Application. 1.1 These General Terms and Conditions (hereinafter referred to as "GTC") apply to all purchase, delivery, service, and work contracts (hereinafter referred to as "Contracts") concluded between the VACOM Vakuum Komponenten & Messtechnik GmbH In den Xxxxxxxxxxxxx 0 00000 Xxxxxxxxxxxx Xxxxxxx Management: Xxxx Xxxxxxx (hereinafter referred to as "VACOM"), and its contractual partners (hereinafter referred to as "customers") be concluded. 1.2 All contracts are concluded exclusively with customers who are to be regarded as entrepreneurs as well as with legal entities under public law and special funds under public law. An entrepreneur is any natural or legal person, or a partnership with legal capacity, who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. Contracts with customers who do not meet the defined requirements are expressly not concluded. 1.3 Any contracts between VACOM and the Customer shall be governed primarily by the agreements made in writing in the individual case and the information in the order confirmation. Insofar as no individual agreements have been made, these GTC shall form the exclusive basis for all contracts concluded with VACOM. Any other terms and conditions of business or purchase of the Customer shall not apply, even if they are not expressly rejected separately. VACOM hereby expressly rejects such terms and conditions. These GTC shall also apply to future contracts with the Customer, even if they are not expressly agreed upon again. 1.4 Unless otherwise agreed, the Incoterms 2020 shall apply. The respective Incoterms clauses shall be interpreted in accordance with the application notes of the International Chamber of Commerce in Paris (ICC), unless expressly amended or supplemented by provisions in these GTC.

General Scope of Application. 10.10.1 The Seller hereby represents and warrants to the Buyer by way of an independent guarantee undertaking (selbständiges Garantieversprechen) pursuant to section 311 (1) BGB as well as in accordance with the provisions of clause 12 which form an inseparable and integral part of these warranties that the statements set forth below in clause 10.2 et seqq. (each a "Seller's Warranty" and together the "Seller's Warranties") are true and accurate as of the Signing Date unless otherwise stated therein. 10.10.2 The Seller and the Buyer agree that the Seller’s Warranties set forth below in this clause 10 do not constitute guarantees of quality (Beschaffenheitsgarantie) pursuant to sections 443, 444 BGB and that the scope of the Seller's Warranties set forth below in this clause 10 is an inseparable and integral part of the independent guarantee undertakings (selbständiges Garantieversprechen) and does not constitute a limitation or exclusion of the liability pursuant to sections 443, 444 BGB.

General Scope of Application. The agreement generally applies to the termination of employment contracts that are valid until further notice due to a reason caused by the employee. In addition to the expressly mentioned situations referred to Section 1, the agreement shall also not apply to:

General Scope of Application. 12.1.1 Each Seller, each individually as partial debtor (Teilschuldner) and in case of clause 12.2.1, 12.2.2 and 12.12.1 und 12.12.2 only with regard to and in view of itself and the Sold Shares held by the respective Seller and the respective Shareholder Loan and Vendor Loan, respectively, granted by such Seller, as the case may be, respectively, warrants to the Purchaser each by way of an Seite 45 von 83 independent guarantee undertaking (selbständiges Garantieversprechen) pursuant to Section 311(1) BGB as well as in accordance with the provisions of clause 14 which form an inseparable and integral part of these warranties that the statements set forth below in this clause 12 are true and accurate as of the Signing Date and the Closing Date (whereas for the purposes of this clause 12 the terms Closing Date and Closing shall refer to the point of time of the transfer in rem (dingliche Übertragung) of the Sold Shares) (unless it is explicitly set out in an individual warranty that such individual warranty shall only be given as of the Signing Date). 12.1.2 The Sellers and the Purchaser agree that the warranties set forth below in this clause 12 do not constitute guarantees of quality (Beschaffenheitsgarantie) pursuant to Sections 443, 444 BGB and that the scope of the warranties set forth below in this clause 12 and clauses 14 and 16 are an inseparable and integral part of the independent guarantee undertakings (selbständiges Garantieversprechen) and do not constitute a limitation or exclusion of the liability pursuant to Sections 443, 444 BGB. 12.1.3 The Purchaser acknowledges the Existing Security to serve as security to secure the Existing Bank Financing (including the Restated Guarantee Facility to be executed prior to Closing) until the redemption of the Bank Redemption Amount in accordance with clause 11.1.11 and the issuance of the Back Surety and delivery of the executed notification letter pursuant to clause 11.4.1 with the Back Surety thus becoming unconditionally valid and replacing the Existing Security under the Restated Guarantee as security. The statements made and warranties given under this clause 12.2.1, 12.3.3, 12.2.7 shall thus as of the Signing Date be made subject to and limited by the Existing Security whereas such statements and warranties shall as of the Closing Date no longer be subject to such limitations.

Related to General Scope of Application

Scope of Application Except as otherwise provided in this Agreement, the dispute settlement provisions of this Chapter shall apply with respect to the settlement of all disputes between the Parties regarding the interpretation or application of this Agreement, whenever a Party considers that the other Party has failed to carry out its obligations under this Agreement.
Order of Application (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.
General Application The rules set forth below in this Article VI shall apply for the purposes of determining each Member’s allocable share of the items of income, gain, loss and expense of the Company comprising Net Income or Net Loss for each Fiscal Year, determining special allocations of other items of income, gain, loss and expense, and adjusting the balance of each Member’s Capital Account to reflect the aforementioned general and special allocations. For each Fiscal Year, the special allocations in Section 6.03 hereof shall be made immediately prior to the general allocations of Section 6.02 hereof.
Variation of order of application The Agent may, with the authorisation of the Majority Lenders and the Swap Bank, by notice to the Borrowers, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 either as regards a specified sum or sums or as regards sums in a specified category or categories.
Scope of Use The Fund will use the System and the Data Access Services only for the processing of securities transactions, the keeping of books of account for the Fund and accessing data for purposes of reporting and analysis. The Fund shall not, and shall cause its employees and agents not to (i) permit any unauthorized third party to use the System or the Data Access Services, (ii) sell, rent, license or otherwise use the System or the Data Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Data Access Services for any fund, trust or other investment vehicle), other than as set forth herein, without the prior written consent of State Street, (iv) allow access to the System or the Data Access Services through terminals or any other computer or telecommunications facilities located outside the Designated Locations, (v) allow or cause any information (other than portfolio holdings, valuations of portfolio holdings, and other information reasonably necessary for the management or distribution of the assets of the Fund) transmitted from State Street’s databases, including data from third party sources, available through use of the System or the Data Access Services to be redistributed or retransmitted to another computer, terminal or other device for other than use for or on behalf of the Fund or (vi) modify the System in any way, including without limitation developing any software for or attaching any devices or computer programs to any equipment, system, software or database which forms a part of or is resident on the Designated Configuration.
Mobile Application If Red Hat offers products and services through applications available on your wireless or other mobile Device (such as a mobile phone) (the "Mobile Application Services"), these Mobile Application Services are governed by the applicable additional terms governing such Mobile Application Service. Red Hat does not charge for these Mobile Application Services unless otherwise provided in the applicable additional terms. However, your wireless carrier's standard messaging rates and other messaging, data and other rates and charges will apply to certain Mobile Application Services. You should check with your carrier to find out what plans your carrier offers and how much the plans cost. In addition, the use or availability of certain Mobile Application Services may be prohibited or restricted by your wireless carrier, and not all Mobile Application Services may work with all wireless carriers or Devices. Therefore, you should check with your wireless carrier to find out if the Mobile Application Services are available for your wireless Device, and what restrictions, if any, may be applicable to your use of such Mobile Application Services.
Scope and Application This Appendix will apply to all work undertaken within the Employer’s Workshop(s) by employees mainly engaged at the Workshop.
Scope of Audit Customer shall provide at least sixty days advance notice of any audit unless mandatory Data Protection Law or a competent data protection authority requires shorter notice. The frequency and scope of any audits shall be mutually agreed between the parties acting reasonably and in good faith. Customer audits shall be limited in time to a maximum of three business days. Beyond such restrictions, the parties will use current certifications or other audit reports to avoid or minimize repetitive audits. Customer shall provide the results of any audit to SAP.
Normal order of application Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents and the Master Agreement in the following order and proportions: (i) first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document or in the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and
Notice of variation of order of application The Agent may give notices under Clause 17.2 from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.

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